beat-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-41060

HEARTBEAM, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware						47-4881450
State or Other Jurisdiction of Incorporation or Organization						I.R.S. Employer Identification No.

2118 Walsh Avenue, Suite 210 Santa Clara, CA						95050
Address of Principal Executive Offices						Zip Code

(408) 899-4443

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BEAT

NASDAQ

Warrants

BEATW

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐			Accelerated filer ☐
Non-accelerated filer ☒			Smaller reporting company ☒
			Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of May 9, 2025 was 33,806,786.


		Page
	PART I-FINANCIAL INFORMATION	1
Item l.	Condensed Unaudited Financial Statements	1
	Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024	3
	Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Notes to the Condensed Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

	PART II-OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20


	March 31, 2025		December 31, 2024
Assets
Current Assets:
Cash and cash equivalents	$	4,390	$	2,377
Short-term investments (Note 3)	3,760		—
Prepaid expenses and other current assets	458		393
Total Current Assets	8,608		2,770

Property and equipment, net	443		450
Other assets	56		56
Total Assets	$	9,107	$	3,276



Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable (includes related party $5 and $5, respectively)	$	523	$	531
Accrued expenses	1,055		1,091


Total Current Liabilities	1,578		1,622

Total Liabilities	1,578		1,622

Commitments (Note 7)

Stockholders’ Equity
Preferred stock - $0.0001 par value; 10,000,000 authorized; 0 shares outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock - $0.0001 par value 100,000,000 shares authorized; 33,734,548 and 26,960,901 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	3		3
Additional paid in capital	69,283		57,924
Accumulated deficit	(61,757)		(56,273)
Total Stockholders’ Equity	7,529		1,654

Total Liabilities and Stockholders’ Equity	$	9,107	$	3,276


	Three months ended March 31,
	2025		2024
Operating Expenses:
General and administrative	$	2,012	$	2,356
Research and development	3,492		2,428
Total operating expenses	5,504		4,784

Loss from operations	(5,504)		(4,784)

Other Income and (Expense)
Interest income	20		178

Total other income	20		178

Loss before provision for income taxes	(5,484)		(4,606)

Income tax provision	—		—

Net Loss	$	(5,484)	$	(4,606)

Net loss per share, basic and diluted	$	(0.18)	$	(0.17)

Weighted average common shares outstanding, basic and diluted	30,378,751		26,511,201


Three months ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - January 1, 2025	26,960,901	$	3	$	57,924	$	(56,273)	$	1,654
Stock based compensation expense	—	—		1,109		—		1,109
Sale of Common Stock, net of issuance costs	6,746,386	—		10,250		—		10,250
Stock issuance upon exercise of stock options	27,261	—		—		—		—

Net loss	—	—		—		(5,484)		(5,484)
Balance – March 31, 2025	33,734,548	$	3	$	69,283	$	(61,757)	$	7,529


Three months ended March 31, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance - January 1, 2024	26,329,032	$	3	$	52,759	$	(36,825)	$	15,937
Stock based compensation expense	—	—		1,207		—		1,207




Net loss	—	—		—		(4,606)		(4,606)
Balance – March 31, 2024	26,329,032	$	3	$	53,966	$	(41,431)	$	12,538


	Three months ended March 31,
		2025	2024
Stock options (excluding exercisable penny stock options)		7,036,576	5,884,608
Restricted stock units		283,411	217,881
Warrants		5,827,031	5,152,397
Total		13,147,018	11,254,886


(in thousands)	Three months ended March 31,
		2025		2024
Employee expenses		$	3,039	$	2,559
Research and Development (excluding employee expenses):
Consulting and professional fees		415		649
Clinical study expenses		5		241
Product development		709		195
Other*		304		281
Total Research and development expense		$	1,433	$	1,366
General and administrative expense (excluding employee expenses):
General and administrative expenses		735		774
Commercialization readiness expenses		297		85
Total General and administrative expense		1,032		859
Total operating expenses		$	5,504	$	4,784


	Number of shares	Weighted average exercise price		Weighted average remaining life (years)	Aggregate intrinsic value (in thousands)
Outstanding and exercisable - December 31, 2024	5,152,397	$	4.71	2.34	$	708
Issued	674,638	2.13		—	—
Exercised	—	—		—	—
Expired	—	—		—	—
Outstanding and exercisable – March 31, 2025	5,827,035	$	4.42	2.42	$	225


	Number of options outstanding	Weighted average exercise price		Average remaining contractual life (in years)	Aggregate intrinsic value (in thousands)

Outstanding – December 31, 2024	7,386,369	$	2.26	8.36	$	2,627
Options granted	152,400	2.29
Options exercised	(58,805)	0.91
Options cancelled	(308,126)	1.61

Outstanding – March 31, 2025	7,171,838	$	2.30	8.06	$	1,563
Exercisable – March 31, 2025	2,646,051	$	2.06	7.05	$	1,197


	Three months ended March 31,
	2025
Weighted-average Black-Scholes option pricing model assumptions:
Volatility	111.06% - 116.28%
Expected term (in years)	5.00 - 6.08
Risk-free rate	4.34% - 4.41%
Expected dividend yield	$	—
Weighted average grant date fair value per share	$1.85 - $1.99


Exhibit Number						Description of Exhibit
3.1						Articles of Incorporation filed with the State of Delaware on June 11, 2015 (incorporated by reference to Exhibit 3.1 to our registration statement on Form S-1 filed September 7, 2021)
3.2						Bylaws (incorporated by reference to Exhibit 3.2 to our registration statement on Form S-1 filed September 9, 2021)
3.3						Amendment to Articles of Incorporation filed with the State of Delaware on September 27, 2021 (incorporated by reference to Exhibit 3.3 to our registration statement on Form S-1 filed October 4, 2021)
3.4						Second Amended and Restated Articles of Incorporation dated November 15, 2022 (incorporated by reference to Exhibit 3.14 to our current report on Form 8-K filed November 17, 2022)
4.1						Underwriter Warrant dated February 14, 2025 between the Company and Public Ventures, LLC (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed February 14, 2025)
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS						XBRL Instance Document+
101.SCH						XBRL Taxonomy Extension Schema Document+
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB						XBRL Taxonomy Extension Label Linkbase Document+
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document+
104						Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document+
*						Filed herewith.
**						Furnished herewith.
+						Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


	HEARTBEAM, Inc.

	By:	/s/ Robert Eno
	Name:	Robert Eno
	Title:	Chief Executive Officer
Dated: May 13, 2025		(Principal Executive Officer)

	By:	/s/ Timothy Cruickshank
	Name:	Timothy Cruickshank
	Title:	Chief Financial Officer
Dated: May 13, 2025		(Principal Financial and Accounting Officer)


	Three months ended March 31, 2025
	Numbers of Shares	Weighted Average Grant Date Fair value
Non-Vested at beginning of period	283,411	$	2.38
Shares granted	—	—
Shares vested	—	—
Non-vested at the end of period	283,411	$	2.38


	For three months ended March 31
	2025		2024		Change		% Change
	(In thousands, except percentages)

Operating expenses:
General and administrative	$	2,012	$	2,356	$	(344)	(15)	%
Research and development	3,492		2,428		1,064		44	%
Total operating expenses	5,504		4,784		720		15	%

Loss from operations	(5,504)		(4,784)		(720)		15	%

Interest income	20		178		(158)		(89)	%

Total Other Income	20		178		$	(158)	(89)	%

Income tax provision	—		—		—		—	%
Net loss	$	(5,484)	$	(4,606)	$	(878)	19	%


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	4,390	$	2,377

SEC Form 10-Q filed by Heartbeam Inc.